Brad Jacobs
XPOAbout Brad Jacobs
Brad Jacobs, age 68, is Executive Chairman of XPO and a director since 2011; he served as Chairman and CEO from September 2, 2011 to October 31, 2022, transitioning to Executive Chairman on November 1, 2022 following the RXO spin-off . 2024 performance under his strategic oversight delivered adjusted EBITDA of $1,266M (+27% YoY), operating income of $660M (+51% YoY), net income of $387M (+105% YoY), and a 50% TSR increase, with North American LTL adjusted operating ratio improving 260 bps to 84.8% and adjusted EBITDA margin rising to 22.8% . He led Board approval of acquiring 28 service centers formerly operated by Yellow to accelerate LTL network expansion and supported recruitment of a seasoned COO to drive operational discipline . Jacobs holds non-executive chair roles at GXO, serves as Chairman and CEO of QXO, and is managing member of Jacobs Private Equity entities, reflecting a long track record of building scaled operators (United Rentals, United Waste Systems) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| XPO | Chairman & CEO | 2011–2022 | Founded and scaled XPO, executed transformations and spin-offs (GXO, RXO), established pure-play LTL strategy |
| XPO | Executive Chairman | 2022–present | Led investor engagement, strategic risk oversight, Yellow asset acquisition, human capital focus, technology initiatives |
| United Rentals, Inc. | Founder; Chairman & CEO; Executive Chairman | Founded 1997; CEO 6 years; Exec Chair 4 years | Built largest equipment rental company; capital allocation and scaling expertise |
| United Waste Systems, Inc. | Founder; Chairman & CEO | Founded 1989; 8 years | Built and exited a scaled waste services operator; M&A execution track record |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GXO Logistics, Inc. (NYSE: GXO) | Non-Executive Chairman | Since Aug 2, 2021 | Oversight of contract logistics specialist post spin, governance continuity |
| QXO, Inc. (NYSE: QXO) | Chairman & CEO | Since Jun 6, 2024 | New platform leadership; capital allocation and growth strategy |
| RXO, Inc. (NYSE: RXO) | Non-Executive Chairman | Since Nov 1, 2022; not standing for re-election in 2025 | Post-spin governance and continuity |
| Jacobs Private Equity, LLC / II | Managing Member | Ongoing | Investment vehicle; related-party sublease with XPO ($131,164 in 2024) approved by Audit Committee |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 929,561 | 600,000 | 600,000 |
| Target STI (% of Salary) | Disclosed via agreement; see Employment Terms | 150% (Target $900,000) | 150% (Target $900,000) |
| Actual STI Payout ($) | 2,612,822 (formulaic; includes cash LTI from prior award context) | 1,291,050 | 1,321,110 (146.8% of target; XPO adjusted EBITDA $1,266M vs $1,158M target) |
| Stock Awards ($, grant-date fair value) | 34,600,992 (converted PSUs to RSUs in spin; incremental fair value) | 14,125,046 | 5,449,879 |
| All Other Compensation ($) | 13,880 | 14,880 | 15,315 |
| Total ($) | 46,990,957 | 16,030,976 | 7,386,304 |
Notes:
- 2024 STI payout factor 146.8% derived from adjusted EBITDA performance (actual $1,266M vs target $1,158M) .
- Executive Chairman target total compensation remained $6.5M in 2024 (65% of CEO target), reflecting 80% PSUs / 20% RSUs LTI mix for EC .
Performance Compensation
Annual STI – 2024 (Cash)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | 100% | $1,158M | $1,266M | 146.8% of target | Cash, paid after year-end |
Long-Term Incentive (Equity)
| Award | Weighting | Performance Metric | Target Hurdle | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| PSUs (Executive Chairman) | 80% of LTI | LTL Adjusted EBITDA Growth | ≥12% over 3 years | 0–200% sliding scale; multi-metric aggregation | Cliff vest at end of 3-year period (e.g., 3/1/2027 tranche) |
| PSUs (Executive Chairman) | 80% of LTI | LTL Adjusted Operating Ratio Improvement | ≥450 bps over 3 years | 0–200% sliding scale | Cliff vest at end of 3-year period |
| PSUs (Executive Chairman) | 80% of LTI | Relative TSR vs S&P Transportation Select Index | ≥55th percentile | 0–200% sliding scale | Cliff vest at end of 3-year period |
| RSUs | 20% of LTI | Time-based | N/A | N/A | Ratable vest over 3 years (e.g., 3/15/2025–2027) |
Outstanding and recent certifications:
- Prior PSU certifications resulted in sizable conversions to time-based RSUs: 99,102 and 396,406 PSUs certified at 150% and 200% respectively and count as RSUs through remainder of vesting; vest date 2/9/2025 .
- 2024 grants: PSUs target 33,167 and RSUs 8,292 for Jacobs (grant-date values $4.45M and $1.00M) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,619,700 shares (2.2% of common shares outstanding) |
| Ownership Breakdown | 1,318,999 direct shares; 1,300,701 shares owned by Jacobs Private Equity (indirect beneficial ownership) |
| Unvested RSUs/PSUs | RSUs/PSUs not vested: 522,186 RSUs ($68,484,694 MV); 286,962 PSUs at maximum reflected ($37,635,066 MV); valuation at $131.15 as of 12/31/2024 |
| Near-term Vesting Dates | RSUs vest 3/15/2025–2027 (8,292 and 18,386 tranches); PSU tranches eligible 3/6/2026 and 3/1/2027 subject to performance; certified PSUs converted to RSUs vest 2/9/2025 |
| Hedging/Pledging | Prohibited by XPO Insider Trading Policy; no margin accounts or pledging allowed |
| Stock Ownership Guidelines | Executive guidelines: CEO 6x base; other NEOs 3x base; all NEOs in compliance as of Record Date |
| Shares Vested in 2024 | 1,183,688 shares vested; value realized $155,162,633 (XPO shares only; RXO RSUs vested separately) |
Employment Terms
| Provision | Executive Chairman (Brad Jacobs) |
|---|---|
| Agreement Term | 5-year term effective 11/1/2022 |
| Non-Compete | 3 years post-termination; company option to extend by 12 months |
| Non-Compete Payments | One times (base salary + target bonus) per year of non-compete period; extension paid pro rata monthly (offset by other income) |
| Severance – No COC | Acceleration of all equity awards; medical/dental up to 12 months; earned but unpaid bonus; non-compete payments (continuation cash comp shown as $4.5M in model) |
| Severance – COC (within 2 years) | Pro rata target bonus; earned but unpaid bonus; medical/dental 24 months; accelerated vesting of all LTI; non-compete payments (continuation cash comp shown as $5.4M in model) |
| Clawbacks | Enhanced clawbacks beyond NYSE/SEC policy for fraud, willful misconduct, breach of restrictive covenants; covers STI, LTI, severance, non-compete payments within specified windows |
| Tax Gross-Ups | No excise tax gross-ups; amounts reduced to avoid 280G excise tax if favorable net-of-tax |
Potential payments as of 12/31/2024 (illustrative):
| Scenario | Continuation Cash ($) | Equity Acceleration ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause | 4,500,000 | 87,302,227 | 20,744 | 91,822,971 |
| Voluntary Termination with Good Reason | 4,500,000 | 87,302,227 | 20,744 | 91,822,971 |
| Disability | — | 76,263,200 | — | 76,263,200 |
| Death | — | 87,302,227 | — | 87,302,227 |
| COC + Termination w/o Cause or for Good Reason | 5,400,000 | 87,302,227 | 41,488 | 92,743,715 |
Board Governance and Director Service
- Board Service: Director since 2011; Executive Chairman since 2022; not independent (Board independence determined annually) .
- Committee Roles: None (Jacobs does not serve on Board committees) .
- Leadership Structure: Chairman and CEO roles split effective 11/1/2022; Executive Chairman model complemented by Lead Independent Director (Johnny C. Taylor, Jr.) and independent Vice Chair (Allison Landry) to strengthen oversight .
- Board Attendance: Board held 4 meetings in 2024; each director attended ≥75% of aggregate Board/committee meetings .
- Director Compensation: NEO directors (Jacobs, Harik) receive no additional director compensation .
- Outside Directorships Policy: NCGS Committee reviews commitments; no director serves on more than three other public boards; Jacobs’ roles reviewed within guidelines .
Governance safeguards relevant to dual-role implications:
- All key committees (Audit; Compensation & Human Capital; Nominating, Corporate Governance & Sustainability) composed entirely of independent directors .
- Lead Independent Director coordinates agendas, executive sessions; Vice Chair provides backup independent leadership .
- No hedging/pledging and strong clawback policy reduce misalignment risks .
Compensation Structure Analysis
- Mix and Risk: For the Executive Chairman, LTI is 80% PSUs and 20% RSUs, emphasizing performance-based equity over guaranteed cash; no stock options are currently granted .
- Metrics Tightened: In 2024, weighting shifted toward operating metrics—LTL adjusted operating ratio increased from 20% to 40%, with EBITDA growth at 35% and relative TSR at 25%, reflecting investor feedback for more operating discipline .
- Pay-for-Performance: 2024 STI payout driven formulaically by adjusted EBITDA outperformance (146.8% payout); robust TSR (+50% in 2024) complements operating improvements .
- Governance Controls: No option repricing; minimal perquisites; stock ownership and retention requirements; independent compensation consultant (Exequity LLP) engaged by the Committee .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay Result: 97% approval at 2024 Annual Meeting .
- Engagement: Outreach to holders representing 69% of common stock; support for formulaic STI and multi-year LTI design .
Related-Party Transactions
- Sublease: XPO subleased ~1,500 sq ft to Jacobs Private Equity at its Greenwich office; JPE paid $131,164 in 2024; approved by Audit Committee .
- Historic Investment Agreement: JPE previously had nominee designation rights conditioned on ownership thresholds; currently not in effect as thresholds not met; Board retains fiduciary discretion .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited—reduces alignment concerns .
- Tax Gross-Ups: None on golden parachutes—shareholder-friendly .
- Option Repricing: Not permitted .
- Say-on-Pay: Strong support (97%)—lower governance risk .
- Concentrated Equity Vesting: Significant vesting and conversions in 2024–2025 (e.g., 2/9/2025 RSU conversions) may create episodic liquidity needs around tax events, mitigated by lock-up on certain converted RSUs through 12/31/2025 .
Equity Ownership & Alignment (Quantitative Detail)
| Metric | Value |
|---|---|
| Shares Outstanding (Record Date) | 117,787,124 |
| Brad Jacobs Beneficial Ownership | 2,619,700 shares (2.2%) |
| Direct vs Indirect | 1,318,999 direct; 1,300,701 via JPE (indirect) |
| Unvested Awards (12/31/2024) | 522,186 RSUs ($68,484,694); 286,962 PSUs ($37,635,066) |
| 2024 Vested Shares and Value | 1,183,688 shares; $155,162,633 |
Investment Implications
- Alignment and Retention: Strong at-risk pay structure (PSUs 80%) and stringent clawbacks/ownership rules indicate high alignment; multi-year non-compete payments and equity acceleration create retention and transition stability but imply sizable termination costs in downside scenarios .
- Operating Focus in Incentives: Increased weighting to operating ratio and EBITDA growth should reinforce margin expansion and yield discipline in LTL, supporting sustained ROIC improvements and TSR relative to peers .
- Liquidity/Overhang Considerations: Large scheduled vesting events (including certified PSU-to-RSU conversions) and lock-ups through 12/31/2025 may modulate insider selling pressure; hedging/pledging prohibitions further mitigate alignment risk .
- Governance Balance: Executive Chairman non-independence is counterbalanced by independent committees, Lead Independent Director, and Vice Chair roles; historical say-on-pay support suggests investor acceptance of structure .